Extraordinary General Meeting of the Shareholders in Gunnebo AB Wednesday 24 October 2007

Gunnebo AB’s Board has today decided to propose that an Extraordinary General Meeting of the Shareholders be held on Wednesday 24 October 2007 to make a decision on the introduction of a new performance-based, group-wide incentive programme for approximately 120 senior management personnel and other key employees of the Gunnebo Group. Publication of the interim report for January-September 2007 will also be brought forward to the same day.

The object of the incentive programme, which is divided into three sections for purposes of adaptations to national conditions, is to further strengthen motivation in the company and improve the conditions to enable the company to reach its future profitability targets. The proposed incentive programme will replace the employee stock option plan that was set up in 2002 and expired in April 2007.

Incentive programme in brief:
The underlying structure is a combined stock and warrant programme whereby senior management personnel and other key employees will be given an opportunity to subscribe for and tie up newly issued shares or shares already held (“Saving shares”) until and including the date when Gunnebo’s year-end communiqué for the financial year 2010 is published, in all cases in blocks of 200 shares. For each block of 200 Saving shares, the participant will be entitled to acquire a maximum of 1,600 warrants at market price. The subscription price for the warrants corresponds to 110% of the average price of the shares during the period 25-31 October 2007.

It is proposed that the warrants will have a duration of approximately four years with a subscription period beginning on the day after the company’s year-end communiqué for the financial year 2010 has been published and expiring three weeks after the interim report for the third quarter of 2011 has been published.

As a part of the incentive programme, participants who have acquired warrants will be offered a performance-based bonus programme (subvention). The bonus programme is conditional upon that certain financial programme conditions for the financial years 2007-2010 are fulfilled and that participants shall have retained their holdings of both Saving shares and warrants and still be employed by Gunnebo on the days when Gunnebo’s year-end communiqués for each of the above mentioned financial years are published. The maximum cash payment within the bonus programme, net after deduction of tax at the standard rate, amounts to each participant’s investment in the warrants (subject to a maximum amount equal to the investment in the number of warrants for which allotment is guaranteed).

In countries where the tax rules are unfavourable for acquisition and exercise of warrants, it is proposed that the participants instead be allotted performance-based employee stock options. These options will be allotted at no cost in eight series and may only be exercised if the financial programme conditions for each of the financial years 2007-2010 are satisfied in accordance with the same principles as apply to the disbursement of subventions within the framework of the bonus programme.

The exercise of the allotted employee stock options is also conditional upon that the participants shall retain their holdings of Saving shares and are employed by Gunnebo on the day when Gunnebo’s year-end communiqué for the financial year 2010 is published. In countries where the applicable securities legislation or other regulations do not permit that shares in Gunnebo are acquired via the exercise of employee stock options, it is proposed that the allotted options be redeemed in cash instead (so-called synthetic options). The strike price for the employee stock options and the synthetic options corresponds to the subscription price for the warrants. As the maximum gross profit per employee stock option and synthetic option is limited to 2.9 times the average price of Gunnebo’s shares during the period 25-31 October 2007, there is a possibility that the strike price will be adjusted pro rata.

It is proposed that the programme should include a maximum of 198,000 Saving shares and a maximum of 792,000 options, which, in the event of full conversion, would correspond to a maximum of 2.1% of the share capital and votes. In order to secure delivery of Saving shares, the shares issued via the exercise of the options and the cash payment that may be required in the event of cash settlement, the Board proposes that a directed new share issue be made to the participants at market price computed as the average share price during the period 29-31 October 2007, subject however to a minimum price of SEK 55. The Board also proposes that a directed issue of warrants be made at no cost to Gunnebo’s wholly owned subsidiary Gunnebo Service AB, and that Gunnebo Service AB be entitled to transfer or otherwise make use of the warrants to secure the commitments that arise out of the programme.

The Board’s considered opinion is that the positive effects on the result that are expected to arise as a consequence of senior management personnel and other key employees increasing their holdings of shares in the company and becoming entitled to raise their holdings in the company even further as a result of the incentive programme will outweigh the costs that the programme will involve.

A detailed description of the programme is provided in the Board’s complete proposal, which, along with a notice of the Extraordinary General Meeting, is available on the company’s website.

The proposal has the support of the major shareholders Stena Adactum AB and Vätterledens Invest AB and associated parties, together representing approximately 40% of the shares and votes in the company.

GUNNEBO AB (publ)
Group Communications

For further information please contact:
Martin Svalstedt, Vice Chairman Gunnebo AB, tel. +46 31 774 35 70
Göran Gezelius President and CEO Gunnebo AB, tel. +46 31 83 68 00
Janerik Dimming, SVP Group Communications Gunnebo AB, tel. +46 31 83 68 03, mobile: +46 705 83 68 03, e-mail: janerik.dimming@gunnebo.com

www.gunnebo.com

Gunnebo discloses the information provided herein pursuant to the Swedish Securities Exchange and Clearing Operations Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 14.01 CET, on September 21, 2007.